The Stories Behind the 36 Songs Tom Petty Covers on ‘Fillmore’ LP

By 1997, Tom Petty and the Heartbreakers had accomplished just about everything a rock band could dream of: several top-selling albums, multiple Grammy wins and collaborations with their heroes.

With all of that under their belts, it’s no wonder Petty and his band wanted to get back to their roots as live rock ‘n’ rollers. As Petty put it in “The Same Old You,” it was time to “turn up to 10, let that sucker blast” during their famed residency in San Francisco.

“We’re musicians and we want to play,” Petty told the San Francisco Chronicle just before the run of 20 shows was held from Jan. 10 to Feb. 7, 1997. “We’ve made so many records in the past five years, I think the best thing for us to do is just go out and play and it will lead us to our next place, wherever that may be.”

At the Fillmore, anything went. One of the most well-known rock venues in California, the venue had been putting on shows under the direction of promoter Bill Graham since the mid-’60s. Petty honored that tradition by blending his music with a menagerie of covers, ranging from early ’60s songs by pioneers like Chuck Berry and Little Richard, to British rock hits by the Rolling Stones and the Kinks. Guest performers included friends Petty had made along the way in his career, like Roger McGuinn and John Lee Hooker. “I’m real excited,” Petty added. “I’ve never heard the group sound better. It’s like, ‘Man, have we got a band or what?'”

The long-awaited Tom Petty and the Heartbreakers Live at the Fillmore (1997) set will be released on Nov. 25, with recordings from throughout the residency. Here’s a look at all the cover songs featured in this new box, listed with the artists they are typically associated with.

“Around and Around,” Chuck Berry

Most rock ‘n’ roll fans are familiar with Chuck Berry’s “Johnny B. Goode;” this is its lesser-known B-side. The Rolling Stones recorded a memorable version of “Around and Around” in 1964 and also included it in their debut appearance on The Ed Sullivan Show. “If you listen to Chuck Berry, that stuff swings,” Heartbreakers keyboardist Benmont Tench told Campusounds in 2010. “Nobody plays it right. The Rolling Stones could play it right, they understood. Real rock ‘n’ roll is a lovely, lovely swing-driven thing.” Other versions were recorded by the Animals, David Bowie, 38 Special, Maureen Tucker of the Velvet Underground and Pearl Jam.

 

“Lucille,” Little Richard 

Little Richard was so important to Petty that he had him officiate his wedding ceremony in 2001. Like many other musicians who grew up in the late ’50s and early ’60s, Petty was fascinated by Richard’s upbeat, unbridled music. “Lucille” in particular was one of Petty’s favorites: He frequently covered it during Heartbreakers concerts from 1992 to 2001, and once described “Lucille” on his radio program as “the greatest rock ‘n’ roll record ever made.”.

 

“Call Me the Breeze,” Lynyrd Skynyrd 

Lynyrd Skynyrd’s version of “Call Me the Breeze” may be the best known, but the song was originally penned by one of Petty’s heroes, J.J. Cale, with whom Petty played on several occasions. “Call Me the Breeze” first appeared on Cale’s 1971 debut album, Naturally. Just a few years later, in 1975, Petty would find himself in Cale’s hometown of Tulsa, where he signed his very first deal with Shelter and did sessions work at the Church Studios, where Cale also recorded. Heartbreakers guitarist Mike Campbell shared a tribute to Cale after his death in 2013, describing his guitar tone as “magical” and “understated. … Always under the radar,” Campbell added, “he has been, and always will be, a huge inspiration to me and the band.”

 

“Time Is on My Side,” The Rolling Stones

There is a longstanding debate in rock ‘n’ roll which separates listeners into two categories: Beatles or Stones? Of course, there are merits to both, and the argument could be made that each might not have been as impactful without the existence of the other. Petty loved and took inspiration from both, but the Rolling Stones showed Petty the gutsier side of rock ‘n’ roll. “They were my punk music,” Petty told the CBC in 2014. “They were grittier [than the Beatles]; it was rawer. They were playing blues in this really energetic kind of raw way, but it wasn’t complicated. There wasn’t a lot of beautiful harmony involved.”

 

“Waitin’ in School,” Ricky Nelson

One of the best examples of Ricky Nelson’s rockabilly style, “Waitin’ in School” was written by brothers Johnny and Dorsey Burnette. The song was a phenomenal success upon its initial release in 1957, becoming a Top 20 hit on both the Billboard Hot Country Singles and Hot 100. It features a guitar solo from Joe Maphis, “The King of the Strings.”

 

“Slaughter on Tenth Avenue,” The Ventures

This surf rock-esque track was based on a piece of ballet music that played at the end of Rodgers and Hart’s 1936 Broadway musical, On Your Toes. The ballet serves as a story within a story, as a man falls in love with a dance hall girl who is shot and killed by her boyfriend. More murder ensues, accompanied by “Slaughter on Tenth Avenue.” The Ventures reinterpreted the song in 1964, turning it into one of their biggest hits. Guitarist Mick Ronson also recorded it as the title track to his 1974 debut solo album, playing it live throughout his career.

 

“Ain’t No Sunshine,” Bill Withers

Petty had a unique connection to the world of Bill Withers: Donald “Duck” Dunn appeared on 1971’s Just as I Am, which featured on “Ain’t No Sunshine,” and the bassist also contributed parts to the Heartbreakers’ debut album,  Damn the Torpedoes and Hard Promises. “[Dunn] is one of my great idols,” Petty said in 2005. “He’s one of the best musicians I’ve ever met.” At the Fillmore, Petty also performed a sweet rendition of the traditional “You Are My Sunshine” just before Withers’ old favorite.

 

“Rip It Up,” Little Richard

Written by Robert Blackwell (who produced the track) and John Marascalco, “Rip It Up” was one of several singles released by Richard in 1956. “Rip It Up” arrived only three months after “Long Tall Sally,” and though it peaked at No. 17 on the Billboard Hot 100, it comfortably made its way to the top spot on the Billboard Rhythm & Blues Records chart. Bill Haley and his Comets released their version of the song the same year, which made it to No 25. on the Hot 100.

 

“I’d Like to Love You Baby,” J.J. Cale

“I’d Like to Love You Baby” appeared on Cale’s third album, 1974’s Okie, which arrived the same year Lynyrd Skynyrd found success with their cover of Cale’s “Call Me the Breeze.” This was the first session on which Cale layered his vocals, a technique that he would come to be associated with. “That goes back to the fact I never considered myself a good singer,” Cale later told Performing Songwriter. “I often sang off-key, and when you layer the vocals, the more times you put your voice on there, the more it becomes in tune.” Petty and Cale performed the track live together in 2009.

 

“Diddy Wah Diddy,” Bo Diddley

Elvis [Presley] is King, but [Bo] Diddley is Daddy,” Petty said as he introduced this cover, describing Diddley as a “great American.” Co-written with Willie Dixon, “Diddy Wah” was released as a single in 1956, featuring the Moonglows on backing vocals, Dixon on bass, Jody Williams and Diddley on guitar, Clifton James on drums, Jerome Green with maracas and Little Willie Smith on harmonica. Various bands recorded covers of the song, including Captain Beefheart and Taj Mahal.

 

“Guitar Boogie Shuffle,” The Ventures

The origins of “Guitar Boogie Shuffle” can be traced back to 1929, when it was first recorded under the title “Guitar Boogie” by blues guitarist Blind Roosevelt Graves. Roughly 16 years later, Arthur “Guitar Boogie” Smith released a more up-tempo “hillbilly boogie” recording. It slowly crept into the country Top 10, then became one of the first guitar instrumental tracks to cross over into pop. Various bands recorded “Guitar Boogie Shuffle” through the ’50s, before it appeared in 1972 on the Ventures’ Rock & Roll Forever, with Harvey Mandel of Canned Heat guesting on lead guitar.

 

“I Want You Back Again,” The Zombies

There was a simplicity to the vocal parts of artists like the Zombies that greatly appealed to Petty. Still, it wasn’t always easy: When the Zombies first attempted to record “I Want You Back Again” in 1964, they were unsatisfied and dropped the song for several months before trying again. Seeking to break further into the overseas market, they released “I Want You Back Again” as a single in the U.S. only. It flopped on the charts, barely cracking the Top 100, but still made a big impact on one famous fan: “I saw the Zombies in 1965,” Petty later told the San Francisco Chronicle, “and they played it.”

 

“Little Maggie,” Traditional

Seeds of modern-day country and bluegrass music were sown in the hills of Appalachia. The Stanley Brothers helped popularize a number of these songs, including “Little Maggie,” bringing wider audiences and inspiring new versions of age-old songs. Bob Dylan recorded “Little Maggie” for his 1992 collection of traditional covers, Good As I Been to You. Robert Plant did the same for 2014’s Lullaby and the Ceaseless Roar.

 

“Hip Hug-Her,” Booker T. & the M.G.’s

“Hip Hug-Her,” the title and opening track from Booker T. and the M.G.’s album of the same name, was a fantastic success, becoming their most popular single since 1962’s “Green Onions.” Hip Hug-Her was also the band’s last collaboration with producer Jim Stewart before they took over those duties themselves.

 

“Friend of the Devil,” Grateful Dead

Petty included this cover several times during his live shows, specifically dedicating the last rendition in 2014 at the Outlands Music Festival to the late Jerry Garcia. Petty ultimately shared the stage with the Dead five times throughout his career, as the Dead opened for Dylan and Petty in 1986 for a limited run of shows. Dylan would later dismiss this tour as one in which “Tom was at the top of his game and I was at the bottom of mine.”

 

“You Really Got Me,” The Kinks

Like most young kids inspired by rock ‘n’ roll, Petty yearned to start his band modeled after his heroes – and the Kinks were among them. Drummer Dennis Lee helped Petty’s first band, the Sundowners, get the look they needed: His mother made each member of the fledgling group their ruffled shirts, just like the ones the Kinks wore. They soon outgrew the ruffles, however, in favor of no uniform at all like the Rolling Stones.

 

“Goldfinger,” Shirley Bassey

“Goldfinger” became Shirley Bassey’s only Top 40 hit, reaching No. 8 on the Billboard Hot 100 after it served as the title song for the 1964 James Bond film of the same name. She’d go on to record two more Bond title songs, 1971’s Diamonds Are Forever and 1979’s Moonraker. Petty’s instrumental version, which first appeared on 2009’s The Live Anthology, honors the original while somehow managing to make a six-piece rock band sound like a full orchestra.

 

“It Won’t Be Wrong,” The Byrds

A large part of the Heartbreakers’ sound can be attributed to the influence of the Byrds, so it made sense that Petty would invite Roger McGuinn to play a handful of songs with him at the Fillmore. Described by Petty that evening as his “mentor,” McGuinn had immediately recognized himself in Petty’s 1976 hit “American Girl.” “The vocal inflections were just like mine,” he told the Voice in 2017. “I was told that a guy from Florida named Tom Petty wrote and sings the song, and I said that I had to meet him.” McGuinn immediately invited the Heartbreakers to open for him on tour. His Fillmore guest turn opened with “It Won’t Be Wrong,” from the Byrds’ 1965 album, Turn! Turn! Turn!

 

“You Ain’t Goin’ Nowhere,” The Byrds

Though penned by Dylan, the Byrds were the first to release a recording of “You Ain’t Goin’ Nowhere,” which they crafted into a country-rock tune to be used as the lead single for their 1968 album, Sweetheart of the Rodeo. Dylan himself didn’t release his version until 1971’s Bob Dylan’s Greatest Hits Vol. II.

 

“Drug Store Truck Drivin’ Man,” The Byrds

For Petty, the Byrds were the perfect combination of sturdy rock ‘n’ roll and tender songwriting. “We wanted to have a sensibility that was kind of a mixture of the Rolling Stones and the Byrds,” he said in 2005’s Conversations With Tom Petty. “So we had the kind of R&B, rock ‘n’ roll thing, and then a kind of nice harmony song sense. And a lot of other influences, but that’s probably the simplest way to break it down.”

 

“Eight Miles High,” The Byrds

Often cited as one of rock’s first psychedelic songs, “Eight Miles High” was a reference to riding in an airplane. Most commercial aircraft fly about six or seven miles off the ground, but the Byrds felt “eight” sounded smoother lyrically, and also nodded to the Beatles’ “Eight Days a Week.” Unlike the Beatles, however, the Los Angeles-based Byrds embodied a certain sense of West Coast coolness that Petty found appealing and wanted for his band. McGuinn summed it up in 1991: “We’re musical brothers.”

 

“Crazy Mama,” J.J. Cale

“Crazy Mama” was the closest J.J. Cale ever got to traditional commercial success. It was his only Top 40 hit, unexpectedly reaching No. 22 in 1972. A producer from American Bandstand approached Cale during a tour that same year. “He said, ‘Come down and do ‘Crazy Mama’ and the exposure will run your tune up 10 places on Billboard,'” Cale told the Tampa Bay Times in 1994. Cale agreed, but then backed out when he discovered he would be required to lip-synch. “Crazy Mama” subsequently fell off the charts. “[Cale] got a bad rep for a while,” Benmont Tench told Rolling Stone in 2021, “but he was one of the best songwriters in the business.”

 

“Green Onions,” Booker T. & the M.G.’s

Petty had worked with M.G.’s guitarist Steve Cropper and bassist Duck Dunn long before he began covering the instrumental “Green Onions,” one of the most popular R&B songs of its era. But their initial collaboration on “Hometown Blues” from the Heartbreakers’ debut album had really by accident. Producer Denny Cordell ran into Dunn and Cropper at Sound City Studios, where the band was working, “and [Cordell] said to them, ‘Hey, come in here and listen to this – and he put that track on,” Petty later recalled. “And they loved the track. So Duck sat down, and got his bass out to do the bass part, and Cropper kind of guided him through it with these weird code things like ‘Turn! Walk!’ And Duck put the bass part in and kind of made the whole thing come together.”

 

“Hi-Heel Sneakers,” Tommy Tucker

Over the years, you might have heard the Heartbreakers throw this song into their set list from time to time, or perhaps on Petty’s Buried Treasure radio program. “Hi-Heel Sneakers” climbed to No. 11 on the Billboard Hot 100 after its release in 1964. Various artists have recorded since the track, including Elvis Presley, Jerry Lee Lewis and Chuck Berry.

 

“Find My Baby (Locked Up in Love Again),” John Lee Hooker

Petty was on tour with Dylan when he got into an argument with then-Heartbreakers drummer Stan Lynch. Petty walked off, only to be lured back on stage with a promise to play with a blues legend. “I went to my dressing room really mad. I wouldn’t come out,” Petty later told Mojo. “Then Bob came in and said, ‘Come on, come back. John Lee Hooker is here and he’s going to play. Come on. Let’s go play with John Lee Hooker.’ I was still mad, but I went back to the stage. Then John Lee Hooker came out and kicked our asses. He was just transcendental. I remember Bob walking across the back telling us, ‘Don’t change chords with John Lee Hooker; he doesn’t change chords.'”

 

“It Serves You Right to Suffer,” John Lee Hooker

In the early days, Petty and his bandmates would discover blues records via their favorite British rock bands, tracing the line back to the Delta greats and a whole lot in between. Hooker was naturally one such figure that stood out. “He’s a big hero of ours since I first heard him in the ’60s,” Petty told the Chicago Tribune in 2001, just after Hooker died. “We used to track down whose records the British groups were playing, whether it was Chuck Berry or John Lee Hooker, and get the originals. Hearing John Lee’s original version of some of those songs would really blow our minds.”

 

“Boogie Chillen,” John Lee Hooker

“Boogie Chillen” is a partly autobiographical song. Hooker did find himself “walkin’ down Hastings Street” after moving to Detroit in 1943 to search for work. Drawn to its music clubs, Hooker began playing in a stripped-down, electrified style that caught the attention of Elmer Barbee, a local record-shop owner who arranged for Hooker’s first recordings. “Boogie Chillen” became his Billboard R&B No. 1 debut single, spending an impressive 18 weeks on the charts after its release in late 1948. “The thing caught afire,” Hooker would later marvel. “It was ringin’ all around the country.”

 

“I Got a Woman,” Ray Charles

Petty was influenced by several genres and eras of music, but his Florida roots were never too far below the surface. Ray Charles grew up in Greenville, only a couple hours’ drive from Petty’s hometown of Gainesville. “Ray Charles is probably the best R&B singer there ever was. He invented a style that was picked up by a lot of artists in the later ’50s and ’60s [and] was probably the most imitated singer ever,” Petty told Warren Zanes in 2008. “When you listen to his recordings, you’re hearing an artist who is so intuitive, whose work rings true in every way. It leads you to question if his musical abilities might have been elevated when he lost his sight. He’s as musical as they come.”

 

“Knockin’ on Heaven’s Door,” Bob Dylan

Petty didn’t initially hear Dylan’s music until 1966’s Blonde on Blonde, but his admiration quickly took off from there. “He influenced my songwriting, of course,” Petty told American Songwriter. “He influenced everybody’s songwriting.” Of course, Petty and Dylan’s friendship would blossom down the line when the Heartbreakers supported Dylan on tour in the mid-’80s, and then the two joined forces as members of the Traveling Wilburys.

 

“County Farm,” traditional

“County Farm” can be traced back to an African-American spiritual called “Another Man Done Gone,” which was reportedly first recorded by Vera Hall in 1940. From there, the song has taken on various forms. Johnny Cash recorded his version in 1963, Odetta sang it in 1964 and John Mayall and the Bluesbreakers released a similar song on their 1966 album Blues Breakers with Eric Clapton, titled “Another Man.”

 

“Shakin’ All Over,” The Who

The Who was another British Invasion band that Petty found electrifying. Pete Townshend also often played a Rickenbacker guitar, but it was his straightforward writing that spoke to Petty. “What was great about Pete Townshend’s early stuff was you identified with what he was saying,” Petty told Rolling Stone in 2010. Meanwhile, Keith Moon‘s feel behind the kit changed his idea — and his bandmate’s — of what a rhythm section could sound like. “[Moon] had something nobody else had, which was: play a lot of fills, but never get in the way of the song,” Tench told Campusounds. “I’ve never heard anyone else play that many fills and never get in the way!”

 

“Bye Bye Johnny,” Chuck Berry

Instead of starting with Chuck Berry, Petty worked his way back to him. “The Rolling Stones introduced me to Chuck Berry,” he told International Music and Recording World in 1983. Among the Berry songs the Stones covered was “Bye Bye Johnny,” on 1964’s Around and Around. “I remember going out and buying that first album — thought the whole damn thing was so great – and the funny part is that that’s how I found out about the blues; they were doing songs that we never even got to hear at home because the radio just ignored them.”

 

“(I Can’t Get No) Satisfaction,” The Rolling Stones

It would be difficult to find a ’70s rock band that wasn’t influenced by the Rolling Stones. “Satisfaction,” especially, proved the staying power of a good guitar riff. “They had so much attitude, it dripped off the plate,” Petty said in 2010. “The riff and distortion grab you, and the lyric is so worldly. It’s hard to talk about ‘Satisfaction’ because everyone knows it so well, but it’s a great moment in rock history. Just the phrase is worth a million bucks.”

 

“It’s All Over Now,” The Rolling Stones

For Petty, a large part of the appeal of the Stones was not in either of the Glimmer Twins, or even in Charlie Watts‘ sophisticated drumming style, but in the talent of a tragically short-lived member. “Brian Jones was a really good rhythm guitarist, I thought, and rhythm guitar is a lost art, you know?” Petty told Vintage Guitar in 2006. “I wanted to play rhythm in a real solid way. So our music is really based on that rhythm guitar, and everything else grows from there. If I’m showing the band a new song, it’s based on rhythm guitar, and they fill in around that. But I stick really closely to the groove with the instrument.”

 

“Louie Louie,” The Kingsmen

“Louie Louie” has been a staple in rock and R&B set lists ever since it was released by the Kingsmen in 1963. Among the many musicians who covered the song are the Beach Boys, Otis Redding, the Kinks, Frank Zappa, Iggy Pop, Patti Smith and Bruce Springsteen, to name a few.

 

“Gloria,” Them

Petty and the Heartbreakers covered a few different Van Morrison songs over the years, including “Gloria,” “Mystic Eyes” and a 1989 deep cut, “I’m Tired Joey Boy.” Perhaps the most famous version of “Gloria” would be released in 1975 on Patti Smith’s Horses.

Tom Petty’s Heartbreakers: Where Are They Now?

The surviving members continue to forge new paths. 

The Importance of Tom Petty’s ‘Wildflowers’



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